The Company received notice on May 7, 2024 of an investigation by the United States Attorney’s Office for the Central District of California (“USAO”). The Company previously disclosed an investigation by the Securities and Exchange Commission (“SEC”). The Company intends to continue cooperating with the SEC and intends to cooperate with the USAO. The Board has formed a Special Committee of Directors, comprising independent directors Ms. Grayson, Jair Clarke and Jeffrey Lawrence, to investigate these matters.

“The Board has determined that appointing Brenda Morris to serve as Interim CEO is in the best interest of Xponential, its employees, customers, franchisees and shareholders,” said Mark Grabowski, Chairman of Xponential. “Over the last five years, Brenda has been a deeply involved Board member as we have pursued Xponential’s mission to make health and wellness accessible to everyone. The Board and I have every confidence that Brenda will be an excellent leader during this period and we look forward to working alongside her.”

“Since I joined the board in early 2019, I’ve seen firsthand the demand for our boutique health and wellness brands, leading to tremendous growth for Xponential reaching customers all over the world,” said Ms. Morris, Xponential’s Interim CEO. “My focus from day one will be to continue to capitalize on that potential by continuing to enhance our Company's franchise model, optimize performance in our existing studio base and grow our studio presence. We have a deep and experienced team at Xponential, and together we expect to continue to build on the solid momentum underway.”

The Board has retained a leading executive search firm to assist with CEO succession planning.